HomeMy WebLinkAboutC07-230 Research and PollingCONSULTING AGREEMENT
This Consulting Agreement ("Agreement") dated as this day of July, 2007, is between the
County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County
Commissioners ("County"), and Research and Polling, Inc., a consultant with a principal place of
business in New Mexico with a mailing address of 5140 San Francisco Road, NE, Albuquerque,
New Mexico, 87109 ("Consultant").
WHEREAS, County is in need of a person to provide the services outlined in
Section 1.1 hereunder;
WHEREAS, Consultant has represented that he has the experience and knowledge in the
subject matter necessary to carry out the services outline in Section 1.1 hereunder;
WHEREAS, County wishes to hire Consultant to perform the tasks associated with such
services outline in Section 1.1 hereunder;
WHEREAS, County and Consultant intend by this Agreement to set forth the scope of the
responsibilities of the Consultant in connection with the services and related terms and conditions to
govern the relationship between Consultant and County in connection with the services.
Agreement
Therefore, based upon the representations by Consultant set forth in the foregoing recitals, for
good and valuable consideration, including the promises set forth herein, the parties agree to the
following:
1. Services Provided:
1.1 The Consultant will provide the following consulting services (hereinafter called "Consulting
Services") to County:
Develop and present a Quality of Life Index which will identify and qualify the
primary components affecting the Quality of Life for residents living in Eagle
County, and assess Eagle County citizen's perceptions and satisfaction with public
services offered by Eagle County. Consulting Services shall include the work set
forth in Consultants proposal for work within "Quality of Life Consultant RFP,"
attached hereto as Exhibit "A" and incorporated herein by this reference.
1.2 The Consultant agrees that Consultant will not enter into any consulting arrangements with
third parties that will conflict in any manner with the Consulting Services.
1.3 The Consultant will provide the Consulting Services hereunder in Eagle, Colorado or
elsewhere as may be mutually agreed.
2. Term of Agreement:
2.1 This Agreement shall commence on its execution by both parties and, subject to the
provisions of Section 2.3 hereof, shall continue in full force and effect until all Consulting
Services have been completed.
2.2 Work under this Agreement for Consulting Services shall be provided in accordance with
the Preliminary Timetable set forth in Exhibit "A" unless otherwise provided for by written
agreement of the parties.
2.3 This Agreement may be terminated by either party for any other reason at any time, with or
without cause, and without penalty whatsoever therefore, on at least seven (7) days prior
written notice to that effect to the other party.
2.3 In the event of any termination of this Agreement, Consultant shall be compensated for all
hours of work then completed, plus approved expenses.
3. Independent Contractor:
3.1 With respect to the provision of the Consulting Services hereunder, Consultant acknowledges
that Consultant is an independent contractor providing Consulting Services to County.
Nothing in this Agreement shall be deemed to make Consultant an agent, employee, partner
or representative of County. Moreover, this Agreement creates no entitlement to participate
in any of the Employee Benefit Plans of County including insurance, paid vacation and
recognized holidays.
3.2 The Consultant shall not have the authority to, and will not make, any commitments or enter
into any agreement with any party on behalf of County without the written consent of a
senior management representative of County.
3.3 The Consultant will maintain liability, unemployment and workman's compensation
insurance on his/her own behalf, as necessary.
4. Remuneration:
In consideration of its performance of the Consulting Services, Consultant shall be paid for
professional time actually and directly spent on or incurred in performing the Consulting
Services, provided, that the total payment for each task set forth in the cost proposal , which is a
part of Exhibit A hereto shall not exceed the amount set forth therein. Payment shall be made in
accordance with the following.
4.1 Unless authorized in writing by County, total compensation, including expenses, under this
Agreement shall not exceed twenty two thousand, eight hundred dollars ($22,800.00), as set
forth in Exhibit "A," which is attached hereto and by this reference made part of this
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agreement. If authorized by County, additional fees will be invoiced upon the completion of
additional services.
4.2 Consultant shall submit to County an invoice along with its submission of the draft report
presentation as described in Exhibit "A". Upon request, Consultant shall provide County
with such other supporting information as County may request.
4.3 No travel expenses are anticipated or will be paid for.
4.4 Fees will be paid within thirty (30) days of receipt of a proper and accurate invoice from
Research & Polling, Inc.
4.5 County will not withhold any taxes from monies paid to the Consultant hereunder and
Consultant agrees to be solely responsible for the accurate reporting and payment of any
taxes related to payments made pursuant to the terms of this Agreement.
5. Indemnification:
5.1 Within the limits allowed by law, Consultant shall indemnify County for, and hold and
defend the County and its officials, boards, officers, principals and employees harmless
from, all costs, claims and expenses, including reasonable attorney's fees, arising from claims
of any nature whatsoever made by any person in connection with the acts or omissions of, or
presentations by, the Consultant in the performance of this Agreement. This indemnification
shall not apply to claims by third parties against the County to the extent that the County is
liable to such third party for such claim without regard to the involvement of the Consultant.
6. Consultant's Professional Level of Care:
6.1 Consultant shall be responsible for the completeness and accuracy of the Consulting
Services, including all supporting data and other documents prepared or compiled in
performance of the Services, and shall correct, at its sole expense, all significant errors and
omissions therein. The fact that the County has accepted or approved the Consulting
Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform
the Consulting Services in a skillful, professional and competent manner and in accordance
with the standard of care, skill and diligence applicable to consultants, with respect to similar
services, in this area at this time.
7. Notices:
7.1 Any notice to be given by any party to the other shall be in writing and shall be
deemed to have been duly given if delivered personally, by facsimile transmission or if sent
by prepaid first class mail, and for the purposes aforesaid, the addresses of the parties are as
follows:
Eagle County Government
Attention: Adam Palmer
P.O. Box 179
500 Broadway
Eagle, Colorado 81631
(970) 328-8734 (phone)
(970) 328-7185 (fax)
Adam. palmer @ ealecounty.us
Research and Polling, Inc.
Attention: Merisela Lewis, Research Analyst
5140 San Francisco Road, NE
Albuquerque, New Mexico 87109
(505) 821-5454 (phone)
(505) 821-5474 (fax)
nilewis@rpinc.co
(b) Notices shall be deemed given on the date of delivery; on the date a FAX is transmitted
and confirmed received or, if transmitted after normal business hours, on the next
business day after transmission, provided that a paper copy is mailed the same date; or
three days after the date of deposit, first class postage prepaid, in an official depositary
of the U.S. Postal Service.
8. Jurisdiction and Confidentiality:
8.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado and
the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in
the Fifth Judicial District for the State of Colorado.
8.2 The Consultant and County acknowledge that, during the term of this Agreement and in the
course of the Consultant rendering the Consulting Services, the Consultant may acquire
knowledge of the business operations of County to the point that the general method of doing
business, the pricing of products, the lists of customers and other aspects of the business
affairs of County will become generally known and the Consultant shall not disclose, use,
publish or otherwise reveal, either directly or through another, to any person, firm or
corporation, any knowledge, information or facts concerning any of the past or then business
operations, pricing or sales data of County and shall retain all knowledge and information
which he has acquired as the result of this Agreement in trust in a fiduciary capacity for the
sole benefit of County, its successors and assigns during the term of this Agreement, and for
a period of five (5) years following termination of this Agreement.
9. Ownership of documents:
9.1 All documents (including electronic files) which are obtained during or prepared, partially or
wholly, in the performance of the Services are instruments of professional service and shall
be delivered to County upon completion of the Consulting Services or termination of this
Agreement, and in any event, before final payment of moneys due to Consultant and shall at
all times be deemed the property of County, whether or not the Consulting Services under
this Agreement is completed. Electronic version of all documents will be submitted to
County at completion of Consulting Services.
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10. Miscellaneous:
10.1 This Agreement constitutes the entire Agreement between the parties related to its
subject matter. It supersedes all prior proposals, agreements and understandings.
10.2 This Agreement is personal to the Consultant and may not be assigned by Consultant. No
assignment made by Consultant of any rights under or interests in this Agreement shall be
binding on County without written consent of County.
10.3 This Agreement does not and shall not be deemed to confer upon or grant to any third party
any right enforceable at law or equity arising out of any term, covenant, or condition herein
or the breach thereof.
10.4 Consultant shall not discriminate against any employee or applicant for employment to be
employed in the performance of this Agreement on the basis of race, color, religion, national
origin, sex, ancestry, physical handicap, sexual orientation, age, political affiliation or family
responsibility.
10.5 The funds currently appropriated for this project are equal to or in excess of the contract
amount. Notwithstanding anything to the contrary contained in this Agreement, no charges
shall be made to County nor shall any payment be made to Consultant in excess of the above
amounts for any work done without the written approval of the County in accordance with a
budget adopted by the Board of County Commissioners in accordance with the provisions of
the Colorado Revised Statutes. The parties recognize that the County is a governmental
entity and that all financial obligations beyond the current fiscal year are subject to funds
being budgeted and appropriated
11. Provision Mandated by House Bill 1343: Prohibitions on Public Contracts for
Services
11.1 The Consultant shall not knowingly employ or contract with an illegal alien to perform work
under the public contract for services; or enter into a contract with a subcontractor that fails
to certify to the Consultant that the subcontractor shall not knowingly employ or contract
with an illegal alien to perform work under the public contract for services.
11.2 The Consultant shall verify or attempt to verify through participation in the Basic Pilot
Verification program, as administered by the United States Department of Homeland
Security, that the Consultant does not employ any illegal aliens. If the Consultant is not
accepted into the Basic Pilot Verification Program prior to entering into a public contract for
services, the Consultant shall apply to participate in the Program every three months until the
Consultant is accepted or the public contract for services has been completed, whichever is
earlier. Information on applying for the Basic Pilot Verification Program can be found at
https://www.vis-dhs.com\employez•registration.
11.3 The Consultant shall not use the Basic Pilot Verification Program procedures to undertake
pre-employment screening of job applicants while the public contract for services is being
performed.
11.4 If the Consultant obtains actual knowledge that a Subcontractor performing work underthe
public contract for services knowingly employs or contracts with an illegal alien, the
Consultant shall be required to:
A. Notify the Subcontractor and the County within three days that the Consultant has actual
knowledge that the Subcontractor is employing or contracting with an illegal alien; and
B. Terminate the Subcontract with the Subcontractor if within three days of receiving the
notice required pursuant to subparagraph (i) of the paragraph (d) the Subcontractor does not
stop employing or contracting with the illegal alien; except that the Consultant shall not
terminate the contract with the Subcontractor if during such three days the Subcontractor
provides information to establish that the Subcontractor has not knowingly employed or
contracted with an illegal alien.
11.5 The Consultant shall comply with any reasonable request by the Department of Labor and
Employment made in the course of an investigation that the department is undertaking
pursuant to its authority.
11.6 If a Consultant violates the prohibitions set forth in this Article 12, the County may
terminate the contract for a breach of the contract. If the contract is so terminated, the
Consultant shall be liable for actual and consequential damages to the County.
Consequential damages are limited to those violations of this Article 12 and are inapplicable
to any other violations of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first
above written.
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
ATTEST: BOARD OF COUNTY COMMISSIONERS
By:
Clerk to the Board of of®_�� , Chairman AQ • %�--
County CommissionersZ6�'
RES RCH & PO ING, INC.
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President
Title
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